Common use of No Governmental Litigation Clause in Contracts

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iii) seeking to prohibit or limit in any material respect Acquiror’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (iv) that would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 3 contracts

Samples: Merger Agreement (Entorian Technologies Inc), Merger Agreement (Staktek Holdings Inc), Agreement and Plan of Reorganization (Packeteer Inc)

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No Governmental Litigation. There shall not be pending or or, to Target’s Knowledge, threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iii) seeking to prohibit or limit in any material respect Acquiror’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (iv) that would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (PROS Holdings, Inc.), Merger Agreement (PROS Holdings, Inc.)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iii) seeking to prohibit or limit in any material respect Acquiror’s 's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (iv) that would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 3 contracts

Samples: Merger Agreement (Convio, Inc.), Merger Agreement (Convio, Inc.), Agreement and Plan of Reorganization (Invvision Capital Inc)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (ia) challenging or seeking to restrain or prohibit the consummation of the Merger; (iib) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiariessubsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iiic) seeking to prohibit or limit in any material respect Acquiror’s 's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (ivd) that which would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 2 contracts

Samples: Merger Agreement (Wachtel Harry M), Merger Agreement (Autoinfo Inc)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity Body is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity Body in which such Governmental Entity Body indicates the probability of commencing any legal proceeding or taking any other action: (ia) challenging or seeking to restrain or prohibit the consummation of the Merger; (iib) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiariessubsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iiic) seeking to prohibit or limit in any material respect Acquiror’s 's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (ivd) that which would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Maxtor Corp), Agreement and Plan of Reorganization (Cybercash Inc)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have not received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (ia) challenging or seeking to restrain or prohibit the consummation of the Merger; (iib) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiariessubsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iiic) seeking to prohibit or limit in any material respect Acquiror’s Target Shareholder's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of TargetAcquiror; or (ivd) that which would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 2 contracts

Samples: Merger Agreement (Autoinfo Inc), Merger Agreement (Wachtel Harry M)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or Target, any damages or other relief that would be material to Acquirorrelief; (iii) seeking to prohibit or limit in any material respect Acquiror’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (iv) that would materially and adversely affect the right of Acquiror or Target the Surviving Corporation to own the assets or operate the business of Target.

Appears in 2 contracts

Samples: Merger Agreement (Silicon Laboratories Inc), Merger Agreement (Silicon Laboratories Inc)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target no party hereto shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (ia) challenging or seeking to restrain or prohibit the consummation of the Merger; (iib) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, subsidiaries or Target, any damages or other relief that would be material to AcquirorAcquiror or Target; (iiic) seeking to prohibit or limit in any material respect Acquiror’s Target's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of TargetAcquiror; or (ivd) that which would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Intraop Medical Corp), Agreement and Plan of Reorganization (Digitalpreviews Com Inc)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or from Target, any damages or other relief that would be material to AcquirorAcquiror or Target; (iii) seeking to prohibit or limit in any material respect Acquiror’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (iv) that would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 1 contract

Samples: Merger Agreement (INPHI Corp)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror Acquirer nor Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror Acquirer or any of its Subsidiaries, or Target, any damages or other relief that would be material to AcquirorAcquirer; (iii) seeking to prohibit or limit in any material respect AcquirorAcquirer’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (iv) that would materially and adversely affect the right of Acquiror Acquirer or Target to own the assets or operate the business of Target.

Appears in 1 contract

Samples: Merger Agreement (Pure Biofuels Corp)

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No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or from Target, any damages or other relief that would be material to Acquiror; (iii) seeking to prohibit or limit in any material respect Acquiror’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (iv) that would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 1 contract

Samples: Merger Agreement (INPHI Corp)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iii) seeking to prohibit or limit in any material respect Acquiror’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (iv) that would materially and adversely affect the right of Acquiror or Target the Surviving Corporation to own the assets or operate the business of Target.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Silicon Laboratories Inc)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any written communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiariessubsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iii) seeking to prohibit or limit in any material respect Acquiror’s 's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (iv) that would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 1 contract

Samples: Merger Agreement (Zhone Technologies Inc)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror Acquirer nor either Target shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Merger; (ii) relating to the Merger and seeking to obtain from Acquiror Acquirer or any of its Subsidiaries, or either Target, any damages or other relief that would be material to AcquirorAcquirer; (iii) seeking to prohibit or limit in any material respect Acquiror’s Acquirer's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of either Target; or (iv) that would materially and adversely affect the right of Acquiror Acquirer or Target Targets to own the assets or operate the business of TargetTargets.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Goamerica Inc)

No Governmental Litigation. There shall not be pending or threatened any legal proceeding in which a Governmental Entity is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target no party hereto shall have received any communication from any Governmental Entity in which such Governmental Entity indicates the probability of commencing any legal proceeding or taking any other action: (ia) challenging or seeking to restrain or prohibit the consummation of the Merger; (iib) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiariessubsidiaries, Target or Targetthe Principal Shareholders, any damages or other relief that would be material to Acquiror; (iiic) seeking to prohibit or limit in any material respect Acquiror’s 's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (ivd) that which would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zhone Technologies Inc)

No Governmental Litigation. There shall not be pending or -------------------------- threatened any legal proceeding in which a Governmental Entity Body is or is threatened to become a party or is otherwise involved, and neither Acquiror nor Target shall have received any communication from any Governmental Entity Body in which such Governmental Entity Body indicates the probability of commencing any legal proceeding or taking any other action: (ia) challenging or seeking to restrain or prohibit the consummation of the Merger; (iib) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiariessubsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iiic) seeking to prohibit or limit in any material respect Acquiror’s 's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Target; or (ivd) that which would materially and adversely affect the right of Acquiror or Target to own the assets or operate the business of Target.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Salon Com)

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